0000899243-18-021074.txt : 20180801
0000899243-18-021074.hdr.sgml : 20180801
20180801205856
ACCESSION NUMBER: 0000899243-18-021074
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180801
FILED AS OF DATE: 20180801
DATE AS OF CHANGE: 20180801
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: 2339532 Ontario Ltd
CENTRAL INDEX KEY: 0001748810
STATE OF INCORPORATION: A6
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38611
FILM NUMBER: 18986374
BUSINESS ADDRESS:
STREET 1: 5650 YONGE STREET
CITY: TORONTO
STATE: A6
ZIP: M2M 4H5
BUSINESS PHONE: 4167305300
MAIL ADDRESS:
STREET 1: 5650 YONGE STREET
CITY: TORONTO
STATE: A6
ZIP: M2M 4H5
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ONTARIO TEACHERS PENSION PLAN BOARD
CENTRAL INDEX KEY: 0000937567
STATE OF INCORPORATION: A6
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38611
FILM NUMBER: 18986375
BUSINESS ADDRESS:
STREET 1: 5650 YONGE STREET
STREET 2: NORTH YORK
CITY: TORONTO
STATE: A6
ZIP: M2M 4H5
BUSINESS PHONE: 4167305300
MAIL ADDRESS:
STREET 1: 5650 YONGE STREET
STREET 2: NORTH YORK
CITY: TORONTO
STATE: A6
ZIP: M2M 4H5
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Cushman & Wakefield plc
CENTRAL INDEX KEY: 0001628369
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500]
IRS NUMBER: 981193584
STATE OF INCORPORATION: Y9
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 125 OLD BROAD STREET
CITY: LONDON
STATE: X0
ZIP: EC2N 1AR
BUSINESS PHONE: 44 20 3296 3000
MAIL ADDRESS:
STREET 1: 125 OLD BROAD STREET
CITY: LONDON
STATE: X0
ZIP: EC2N 1AR
FORMER COMPANY:
FORMER CONFORMED NAME: Cushman & Wakefield Ltd
DATE OF NAME CHANGE: 20180726
FORMER COMPANY:
FORMER CONFORMED NAME: Cushman & Wakefield Ltd.
DATE OF NAME CHANGE: 20180726
FORMER COMPANY:
FORMER CONFORMED NAME: Cushman & Wakefield plc
DATE OF NAME CHANGE: 20180719
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2018-08-01
0
0001628369
Cushman & Wakefield plc
CWK
0000937567
ONTARIO TEACHERS PENSION PLAN BOARD
5650 YONGE STREET
TORONTO
A6
M2M 4H5
ONTARIO, CANADA
0
0
1
0
0001748810
2339532 Ontario Ltd
5650 YONGE STREET
TORONTO
A6
M2M 4H5
ONTARIO, CANADA
0
0
1
0
Ordinary Shares
17982305
I
See Explanation of Responses
Redeemable Preference Shares
6520
I
See Explanation of Responses
2339532 Ontario Limited ("2339532") holds 13.04% partnership interests in (i) DTZ Investment Holdings LP ("Holdings LP") and (ii) DTZ Investment Holdings GenPar LLP ("DTZ GenPar"), the general partner of Holdings LP. 2339532 is a wholly-owned subsidiary of Ontario Teachers' Pension Plan Board (together, the "OTPP Entities").
A nominee of Holdings LP is the direct holder of depositary receipts representing 137,901,106 ordinary shares, $0.10 nominal value per share (the "Ordinary Shares"), of Cushman & Wakefield plc (the "Issuer"). DTZ GenPar (acting in its capacity as general partner of Holdings LP) holds 1 Ordinary Share. The nominee of Holdings LP holds the depositary receipts representing Ordinary Shares and DTZ GenPar holds the Ordinary Share for the benefit of the limited partners of Holdings LP.
DTZ GenPar (acting in its capacity as general partner of Holdings LP) is the direct holder 50,000 redeemable preference shares, GBP 1.00 nominal value per share (the "Preference Shares") of the Issuer. DTZ GenPar holds the Preference Shares for the benefit of the limited partners of Holdings LP.
Because of the relationship between the OTPP Entities, Holdings LP and DTZ GenPar, the OTPP Entities may be deemed, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to beneficially own the Ordinary Shares beneficially owned in the aggregate by Holdings LP and DTZ GenPar. Each OTPP Entity disclaims beneficial ownership of the Ordinary Shares and Preference Shares beneficially owned in the aggregate by Holdings LP, DTZ GenPar or any future distributees, except to the extent of such OTPP Entity's pecuniary interest therein, if any.
The President and Chief Executive Officer of OTPP has delegated to each of Mr. Andrew Taylor and Mr. Rajeev Ruparelia the authority to implement disposition decisions with respect to shares held by 2339532 Ontario Limited; however, approval of such decisions is made by senior personnel within the private capital group of OTPP in accordance with internal portfolio guidelines. Voting decisions are made by personnel within the public equities group of OTPP in accordance with internal proxy voting guidelines. Each of Messrs. Taylor and Ruparelia expressly disclaims beneficial ownership of such shares.
Pursuant to Rule 16a-1(a)(4) under Exchange Act, this filing shall not be deemed an admission that the OTPP Entities are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.
(7) The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act.
/s/ Rossana Di Lieto, Chief Compliance Officer, on behalf of Ontario Teachers' Pension Plan Board
2018-08-01
/s/ Raju Ruparelia, Director, on behalf of 2339532 Ontario Limited
2018-08-01